Pop the popcorn. Pop the popcorn according to the directions on the package. Place the popped popcorn in a large bowl. Set aside.

Melt the caramel. Put the unwrapped caramel candies and butter in a medium-sized saucepan; cook over medium-low heat and stir until melted and smooth.

Combine. Remove the caramel from the heat and pour it over the popcorn. Mix until all the popcorn is well coated. Let stand for a couple of minutes to cool.

Melt the chocolate. Melt the chocolate chips either in the microwave or over a double boiler until smooth.

Shape the popcorn balls. Grease your hands with butter and shape the popcorn into the size of a softball.

Dip! Insert a popsicle stick into each popcorn ball and dip into melted chocolate, then sprinkle with decorations. Place on wax paper until the chocolate is set. Serve.